WACHOVIA CORPORATION
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 2004

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _____________ to _____________

Commission File Number 1-10000

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

WACHOVIA SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

WACHOVIA CORPORATION
One Wachovia Center
Charlotte, North Carolina 28288-0013

(a) The following financial statements and reports, which have been prepared pursuant to the requirements of
the Employee Retirement Income Security Act of 1974, are filed as part of this Annual Report on Form 11-K:

Report of Independent Registered Public Accounting Firm

Financial Statements:
   Statements of Net Assets Available for Benefits, December 31, 2004 and 2003
   Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 2004
   Notes to Financial Statements

Supplemental Schedule:
   Schedule of Assets Held for Investment Purposes at End of Year, December 31, 2004

(b) The following Exhibits are filed as part of this Annual Report on Form 11-K:

Consent of Independent Registered Public Accounting Firm

 

 

WACHOVIA SAVINGS PLAN

Financial Statements
and Schedule

As of December 31, 2004 and 2003, and for the
year ended December 31, 2004

(With Report of Independent Registered Public Accounting Firm Thereon)

 

 

     
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Benefits Committee
Wachovia Corporation

     We have audited the accompanying statements of net assets available for benefits of the Wachovia Savings Plan (the Plan), as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

     Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Charlotte, North Carolina
June 9, 2005

 

 

     
WACHOVIA SAVINGS PLAN
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                 
    December 31,  
             
    2004     2003  
 
ASSETS
                
Investments
                
Marketable investments, at fair value
                
Mutual Funds
   $ 2,895,451,922       2,110,262,893  
Stable Fund
     962,637,682       818,240,276  
Enhanced Stock Market Fund
     869,394,476       723,677,303  
Wachovia Stock Non-ESOP
     70,354,624       18,516,457  
Employee Stock Ownership Plan
                
Wachovia Corporation common stock
                
Allocated
     1,663,266,012       1,288,423,324  
Unallocated
     107,659,839       104,894,698  
Cash and cash equivalents
                
Allocated
     75,402,623       68,952,773  
Unallocated
     950,060       791,777  
Marketable investments, at contract value
                
Prudential Guaranteed Interest Account
     -       144,303,603  
 
Total marketable investments
     6,645,117,238       5,278,063,104  
Participants’ loans receivable
     209,715,758       191,998,778  
 
Total investments
     6,854,832,996       5,470,061,882  
 
Employer contribution receivable
     26,185,159       5,312,772  
 
Total assets
   $ 6,881,018,155       5,475,374,654  
 
LIABILITIES
                
Loan payable - Employee Stock Ownership Plan - unallocated
     42,294,393       44,826,926  
 
Net assets available for benefits
   $ 6,838,723,762       5,430,547,728  
 

See accompanying notes to financial statements.

 

 

     
WACHOVIA SAVINGS PLAN
 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                         
    Year Ended December 31, 2004  
                     
            Employee        
            Stock        
            Ownership        
    Participant     Plan-        
    Directed     Unallocated     Total  
 
ADDITIONS TO PLAN ASSETS
                        
Investment income
                        
Interest on loans
   $ 8,335,580       -       8,335,580  
Net appreciation in fair value of investments
     643,195,011       6,292,775       649,487,786  
 
Total investment income, net
     651,530,591       6,292,775       657,823,366  
Employer contributions
     225,112,896       3,047,849       228,160,745  
Employee contributions
     352,204,985       -       352,204,985  
Net assets contributed through mergers
     658,228,559       -       658,228,559  
Transfers from other funds
     201,806,017       -       201,806,017  
 
Total additions to plan assets
     2,088,883,048       9,340,624       2,098,223,672  
 
DEDUCTIONS FROM PLAN ASSETS
                        
Participants’ withdrawals
     484,356,954       -       484,356,954  
Transfers to other funds
     201,806,017       -       201,806,017  
Interest expense
     -       3,884,667       3,884,667  
 
Total deductions from plan assets
     686,162,971       3,884,667       690,047,638  
 
Increase in net assets available for benefits
     1,402,720,077       5,455,957       1,408,176,034  
Net assets available for benefits
                        
Beginning of year
     5,369,688,179       60,859,549       5,430,547,728  
 
End of year
   $ 6,772,408,256       66,315,506       6,838,723,762  
 

See accompanying notes to financial statements.

 

 

     
WACHOVIA SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS
 
DECEMBER 31, 2004 and 2003

NOTE 1: DESCRIPTION OF PLAN

     The following brief description of the Wachovia Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.

GENERAL
     Wachovia Corporation and its subsidiaries (the “Companies”) sponsor the Plan, which is designed to promote savings for retirement, and which is a defined contribution plan. The Companies’ and employees’ contributions are held in trust and earn income tax-free until distributed. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Effective January 1, 1999, the portion of the Plan invested in the Wachovia Corporation Common Stock Fund was amended to be an employee stock ownership plan that invests primarily in employer securities. The first one percent of the Companies’ matching contribution is made in Wachovia Corporation common stock. Each employee can immediately elect to liquidate the Wachovia Corporation common stock credited to the employee’s account by transferring the value of the common stock to any of a number of investment options available within the Plan.
ELIGIBILITY, CONTRIBUTIONS AND BENEFITS
     Under the Plan, an employee is eligible to make contributions beginning on the first month in which the employee has completed one full calendar month of service. The employee is eligible to receive employer matching contributions after one year of service. Employee contributions, pre-tax and after-tax, are elected by the participant and cannot exceed 30 percent of the employee’s gross compensation. The maximum percentage of the employer matched contribution is determined annually by the Human Resources and Corporate Relations Director, and the contribution amounts are paid from net income or accumulated earnings in accordance with the provisions of the Internal Revenue Code of 1986 as amended together with all regulations, revenue rulings and revenue procedures issued thereunder (the “Code”). The employer’s matching contribution cannot exceed 6 percent of a participant’s base compensation. Beginning in 1999, the first one percent of the employer’s contribution was made in Wachovia Corporation common stock. Participants are fully vested in their entire account balances at all times.
     Four types of withdrawals are allowed under the Plan: normal, specified cause, hardship and after age 59 1/2. Each type of withdrawal must be approved by the Benefits Committee (the “Committee”). Participants may withdraw up to their entire account balance, depending on the type of withdrawal, net of applicable withholdings and/or loan balances, or a minimum of $500. The amount of tax withholding depends on the type of withdrawal. In addition, participants may elect to receive current distributions of cash dividends on shares of Wachovia Corporation common stock allocated to them under the Employee Stock Ownership Plan portion of the Plan.
     Participants may borrow up to 50 percent of the balance of their accounts with a minimum loan of $1,000 and a maximum loan of $50,000. Loan balances are charged interest at a fixed rate for the life of the loan. The interest rate is determined at origination as the prime interest rate in use by Wachovia Bank, National Association, on the business day preceding the date the loan is processed. Loans are made for a minimum of 12 months or a maximum of 60 months, except that if the loan is used to acquire the participant’s principal residence, the maximum term is 180 months. Loan repayments are generally made semi-monthly as a payroll deduction. If a participant retires or is otherwise terminated, the loan balance must be paid in full or the outstanding balance will be considered as a taxable distribution.
     Participants, at retirement, may elect to receive a distribution of their account balances. A participant is considered retired if it is the participant’s 65th birthday, if it is the participant’s 50th birthday with 10 or more years of service, or if it is determined that the participant is totally disabled. Distributions may be made in a lump sum or, in certain circumstances, the participant’s account may be applied to the purchase of an annuity. Distribution of a retired participant’s account balance must begin at age 70 1/2.
     Although the employer has not expressed any intent to terminate the Plan, it may do so at any time subject to the provisions of ERISA. If the Plan is terminated, the accounts of each participant shall be adjusted in accordance with Plan provisions.

(Continued)

 

 

  2

     
WACHOVIA SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS

PARTICIPANT DIRECTED

     In accordance with the Plan provisions, Plan earnings are allocated to participants’ accounts on a daily basis. The investment options available to participants at December 31, 2004 and 2003, are presented below.
Stable Fund
     This fund invests in a diversified portfolio of high quality securities, primarily consisting of Guaranteed Investment Contracts (“GICs”), collateralized synthetic GIC contracts and cash equivalents. Target duration is 1.5 years to 3.0 years. Its investment objective is preservation of principal with stable market value.
Evergreen U.S. Government Fund
     This fund invests primarily in U.S. Treasury securities and other securities issued by the U.S. Government, its agencies or instrumentalities. Its investment objective is a high level of current income with stability of principal.
Evergreen Growth Fund
     This fund invests primarily in common stocks of small to medium-sized companies that the fund’s management believes are demonstrating strong and consistent earnings growth not fully recognized in their stock price. Its investment objective is long-term capital growth.
Enhanced Stock Market Fund
     This fund uses a diversified equity strategy that invests in both value and growth oriented companies. The fund’s portfolio sector and industry weights reflect those in the S&P 500 Index. Its investment objective is to achieve a total rate of return which closely tracks the return of the S&P 500 Index over time.
American Europacific Growth Fund
     This fund invests in strong, growing companies based chiefly in Europe and the Pacific Basin, ranging from small firms to large corporations. The fund invests primarily in common and preferred stocks, convertible securities, American Depositary Receipts, European Depositary Receipts, bonds and cash. Its investment objective is long-term capital growth.
Dodge and Cox Balanced Fund
     This fund invests in equities that the fund’s management believes to be temporarily undervalued by the stock market but that have a favorable outlook for long-term growth. The fund also invests in a diversified portfolio of investment grade fixed-income securities, such as U.S. Government obligations, mortgage and asset-backed securities, and corporate bonds. Its investment objective is regular income and conservation of principal.
Dodge and Cox Stock Fund
     This fund invests primarily in a broadly diversified portfolio of common stocks. The fund consists of stocks that the fund’s management believes are temporarily undervalued but have a favorable outlook for long-term growth. Its investment objective is long-term growth of principal and income.
Montag and Caldwell Growth Fund
     This fund invests in equity securities that the fund’s management believes are undervalued based on the issuer’s estimated earning power and ability to produce strong earnings growth over the next twelve to eighteen months. Its investment objective is long-term capital appreciation.
Evergreen Core Bond Fund
     This fund invests at least 80 percent of its assets in U.S. dollar-denominated investment grade debt securities. The fund seeks to maximize total return through a combination of current income and capital growth.
Evergreen Special Value Fund
     This fund invests primarily in common stocks of small U.S. companies. Management looks for significantly undervalued companies they believe have the potential for above-average appreciation potential with below average risk. The fund seeks to produce growth of capital.
Hartford Midcap Fund
     This fund invests primarily in stocks selected on the basis of potential for capital appreciation. Under normal circumstances, the fund invests at least 80 percent of its assets in common stock of mid-capitalization companies. The fund seeks long-term growth of capital.
Wachovia Stock Non-ESOP
     Only participants employed by a business entity not taxable as a corporation, such as the employees of Wachovia Securities LLC, may invest in this fund. This fund’s objective is long-term capital appreciation. The fund seeks to achieve its objective through investments in Wachovia Corporation common stock.
Wachovia Corporation Common Stock Fund
     This fund invests primarily in Wachovia Corporation common stock and varying levels of short-term cash equivalent investments. Dividends allocated to each participant’s account are reinvested in additional units of Wachovia Corporation common stock or paid out in cash at each participant’s election. Its primary investment objective is long-term capital appreciation.

(Continued)

 

 

  3

     
WACHOVIA SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS

SouthTrust U.S. Treasury Money Market

     This fund invests solely in short-term, direct obligations of the U.S. Treasury, which is considered the most conservative type of money market fund. This fund is not federally insured or guaranteed and does not pay a fixed rate of return.
Federated U.S. Government Bond Fund
     This fund seeks to provide as high of a level of income as possible with the safety of U.S. Government bonds and agency securities with a longer-term maturity of approximately 15 years to 25 years.
SouthTrust Bond Fund
     This fund invests in bonds of the U.S. Government, agency, corporate and asset-backed investment grade bonds with an average maturity between 5 years and 15 years. These investments in government bonds are not federally guaranteed.
SouthTrust Income Fund
     This fund is composed of short-term investment grade, corporate, U.S. Government and agency bonds with an average maturity of five years or less. These investments in agency bonds are not federally guaranteed.
Dreyfus Emerging Leaders Fund
     This fund seeks capital growth. To achieve this goal, the fund invests in companies it believes to be emerging leaders such as small companies offering new or innovative products, services or processes having the potential to enhance earnings growth.
Federated Kaufmann Fund
     This fund’s investment objective is capital appreciation. To achieve this objective, the fund invests primarily in the stocks of small and medium-sized companies that are traded on the national security exchanges, the NASDAQ Stock Market and the over-the-counter (OTC) market. Up to 25 percent of this fund’s assets may be invested in foreign securities.
SouthTrust Value Fund
     This fund invests in stocks of large, well established companies which are selling at below average valuations that are believed to create an attractive investment opportunity.
SouthTrust Growth Fund
     This fund invests mainly in the stocks of large, well established companies with above average financial strength and predictable, stable growth in earnings.
Templeton Growth Fund
     This fund’s investment goal is long-term capital growth. This fund invests mainly in the equity securities of companies located anywhere in the world, including emerging markets.
DISCONTINUED INVESTMENT OPTIONS
     As of December 31, 2004, funds no longer available as an investment option were the Alliance Growth and Income Fund, Alliance Premier Growth Fund, Alliance Technology Fund, American Balanced Fund, American Century Equity Growth Fund, American Century International Growth Fund, American Century Small Cap Value Fund, Ariel Appreciation Fund, Credit Suisse Capital Appreciation Fund, Credit Suisse Global Technology Fund, Credit Suisse Small Cap Company Growth Fund, Fidelity Advisor Mid Cap Fund, Janus Balanced Fund, Janus Growth and Income Fund, Janus Mercury Fund, Janus Worldwide Fund, MFS New Discovery Fund, Oakmark Select Fund, PIMCO Total Return Fund, Prudential 20/20 Focus Fund, Prudential Equity Fund, Prudential Value Fund, Prudential Financial Services Fund, Prudential Guaranteed Interest Account, Prudential Global Growth Fund, Prudential Health Sciences Fund, Prudential High Yield Fund, Prudential International Value Fund, Prudential Jennison Equity Opportunity Fund, Prudential Jennison Growth Fund, Prudential Small Company Fund, Prudential Stock Index Fund, Prudential Total Return Bond Fund, Prudential Utility Fund, Prudential U.S. Emerging Growth Fund, Strong Government Securities Fund, Target Small Cap Value Fund and the Washington Mutual Investors Fund.

(Continued)

 

 

  4

     
WACHOVIA SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS

MERGERS WITH FINANCIAL INSTITUTIONS

     On December 31, 2004, the SouthTrust 401(k) and SouthTrust ESOP Plans merged into the Plan. The SouthTrust 401(k) and SouthTrust ESOP had assets of $604 million and $52 million, respectively. Additionally, in 2004, assets of the savings plan of AMI Capital Inc. 401(k) Plan were merged into the Plan. AMI Capital Inc. had 401(k) plan assets of $2 million.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

VALUATION OF INVESTMENTS

     The specific identification method is used in determining the cost of securities. Security transactions are recognized on the trade date (the date the order to buy or sell is executed). Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date.
     Investments in cash management accounts and participants’ loans receivable are stated at cost which approximates fair value. Investments in commercial paper, U.S. Government and agency securities, corporate bonds, mutual funds, collective investment funds and common stocks are stated at fair value, which is based on closing market quotations.
     In accordance with the American Institute of Certified Public Accountants Statement of Position 94-4, “Reporting of Investment Contracts Held by Health and Welfare Benefits Plans and Defined-Contribution Pension Plans”, the Stable Fund’s and the Prudential Guaranteed Interest Account’s holdings of investment contracts are generally stated at contract value plus accrued interest because they are considered to be benefit responsive, thus providing reasonable access to the funds by participants. If Plan management is aware that an event has occurred that may affect the ability to recover the full value of a contract, the contract is reported at its estimated realizable value. Otherwise the contract value of investment contracts, including any accrued interest approximates the fair value.
     Interest and dividends earned on marketable investments are treated as gains in appreciation of the fair value of the fund, since all income received by the fund is reinvested in the fund and thus increases the participants’ share value.
BASIS OF PRESENTATION
     The accompanying financial statements are prepared on an accrual basis in accordance with accounting principles generally accepted in the United States of America.
     The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect reported amounts of assets, liabilities and obligations and disclosure of contingent liabilities at the date of the financial statements, as well as additions to and deductions from these amounts during the reporting period. Actual results could differ from those estimates.
     The Plan allows for investments in mutual funds, which have investments in debt and equity securities of companies within various markets. Investment securities are exposed to several risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Plan’s financial statements and schedule.

(Continued)

 

 

  5

     
WACHOVIA SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS

NOTE 3: INVESTMENTS

     Under the terms of the Plan, Wachovia Bank, National Association (the “Trustee”), a wholly-owned subsidiary of Wachovia Corporation and a related party-in-interest, holds the assets of the Plan in bank-administered trust funds. The following table presents the Plan’s investments.

     In conjunction with the PSI 401(k) termination, the Wachovia Benefits Committee elected to redeem the Prudential Guaranteed Interest Account (“GIC”) in accordance with its policy terms. Accordingly, the GIC is carried at its fair value which approximates its contract value at December 31, 2003. During 2004, the GIC was settled for its contract value. The following table presents the fair values of investments at December 31, 2004 and 2003. Investments that represent 5 percent or more of the Plan’s net assets are separately identified.
                 
    December 31,  
             
    2004     2003  
 
INVESTMENTS
                
Mutual funds
                
Evergreen U.S. Government Fund
   $ 185,820,237       208,135,637  
Evergreen Growth Fund
     187,169,324       151,606,880  
Evergreen Core Bond Fund
     33,061,635       5,033,536  
Evergreen Special Value Fund
     243,227,554       112,853,692  
American Europacific Growth Fund
     295,001,565       155,483,367  
Dodge and Cox Balanced Fund
     562,453,000       436,029,626  
Dodge and Cox Stock Fund
     615,671,933       341,185,928  
Montag and Caldwell Growth Fund
     130,485,368       67,541,186  
Hartford Midcap Fund
     304,330,984       197,083,354  
SouthTrust U.S. Treasury Money Market
     87,317,744       -  
Federated U.S. Government Bond Fund
     6,541,956       -  
SouthTrust Bond Fund
     18,062,349       -  
SouthTrust Income Fund
     5,229,800       -  
Dreyfus Emerging Leaders Fund
     12,865,436       -  
Federated Kaufmann Fund
     11,443,902       -  
SouthTrust Value Fund
     171,522,674       -  
SouthTrust Growth Fund
     9,496,356       -  
Templeton Growth Fund
     15,750,105       -  
Prudential Small Company Value Fund
     -       32,898,766  
Prudential Equity Fund
     -       38,210,830  
Prudential High Yield Fund
     -       16,834,048  
Prudential Global Growth Fund
     -       17,288,942  
Prudential Utility Fund
     -       17,884,456  
Prudential Value Fund
     -       11,445,637  
Prudential Jennison Growth Fund
     -       56,058,428  
Prudential Stock Index Fund I
     -       28,622,259  
Prudential International Value Fund
     -       12,493,504  
Prudential 20/20 Focus Fund
     -       14,671,650  

(Continued)

 

 

  6

     
WACHOVIA SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS
                 
    December 31,  
             
    2004     2003  
 
Prudential US Emerging Growth Fund
     -       8,370,374  
Prudential Financial Services Fund
     -       2,957,405  
Prudential Health Sciences Fund
     -       7,443,971  
Prudential Jennison Equity Opportunity Fund
     -       12,458,513  
Prudential Total Return Bond Fund
     -       11,647,311  
Alliance Premier Growth Fund
     -       2,935,485  
Alliance Technology Fund
     -       6,705,060  
Alliance Growth & Income Fund
     -       9,336,920  
American Balanced Fund
     -       10,506,519  
American Century Equity Growth Fund
     -       2,570,308  
American Century International Growth Fund
     -       5,416,450  
American Century Small Cap Value Fund
     -       9,254,465  
Ariel Appreciation Fund
     -       3,295,574  
Janus Balanced Fund
     -       2,803,384  
Janus Growth and Income Fund
     -       4,442,254  
Janus Mercury Fund
     -       3,476,467  
Janus Worldwide Fund
     -       4,318,777  
Fidelity Advisor Mid Cap Fund
     -       9,514,217  
MFS New Discovery Fund
     -       4,298,777  
Oakmark Select Fund
     -       24,959,335  
PIMCO Total Return Fund
     -       5,563,473  
Strong Government Securities Fund
     -       2,168,364  
Target Small Cap Fund
     -       5,351,766  
Washington Mutual Investors Fund
     -       21,433,106  
Credit Suisse Capital Appreciation Fund
     -       2,246,581  
Credit Suisse Global Technology Fund
     -       2,169,009  
Credit Suisse Small Cap Company Growth Fund
     -       3,257,302  
 
Total mutual funds
     2,895,451,922       2,110,262,893  
Stable Fund
     962,637,682       818,240,276  
Enhanced Stock Market Fund
     869,394,476       723,677,303  
Wachovia Stock Non-ESOP
     70,354,624       18,516,457  
Employee Stock Ownership Plan
                
Wachovia Corporation common stock
     1,770,925,851       1,393,318,022  
Cash and cash equivalents
     76,352,683       69,744,550  
Prudential Guaranteed Interest Account
     -       144,303,603  
 
Total marketable investments
     6,645,117,238       5,278,063,104  
Participants’ loans receivable
     209,715,758       191,998,778  
 
Total investments
   $ 6,854,832,996       5,470,061,882  
 

(Continued)

 

 

  7

 
WACHOVIA SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS

     The net appreciation in value of the Plan’s investments (including investments bought, sold and held during the year) is presented below.

         
    Year Ended  
    December 31,  
       
    2004  
 
Stable Fund
   $ 14,599,433  
Evergreen U.S. Government Fund
     6,374,712  
Evergreen Growth Fund
     22,343,194  
Enhanced Stock Market Fund
     93,484,012  
American Europacific Growth Fund
     45,202,194  
Dodge and Cox Balanced Fund
     64,329,989  
Dodge and Cox Stock Fund
     93,003,726  
Montag and Caldwell Growth Fund
     5,232,817  
Evergreen Core Bond Fund
     1,082,238  
Evergreen Special Value Fund
     38,024,518  
Hartford Midcap Fund
     41,446,144  
Wachovia Stock Non-ESOP Fund
     8,882,660  
Wachovia Corporation Common Stock Fund - allocated
     209,189,374  
Wachovia Corporation Common Stock Fund - unallocated
     6,292,775  
 
Net appreciation
   $ 649,487,786  
 

NOTE 4: INCOME TAX STATUS

     The Internal Revenue Service has determined and informed the Companies by a letter dated August 23, 2004, that the Plan is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Code. Therefore, no provision for income taxes has been made in the accompanying financial statements. The Committee files an annual information return with the Department of Labor.

NOTE 5: RELATED PARTY TRANSACTIONS

     The Evergreen U.S. Government Fund, the Evergreen Small-Cap Fund, the Evergreen Growth Fund, the Evergreen Core Bond Fund, the SouthTrust U.S. Treasury Money Market Fund, the SouthTrust Bond Fund, the SouthTrust Value Fund, the SouthTrust Income Fund and the SouthTrust Growth Fund are mutual funds managed by subsidiaries of Wachovia Bank, National Association, which is a subsidiary of Wachovia Corporation. The Enhanced Stock Market Fund and the Stable Fund investments are managed by Wachovia Bank, National Association. The Wachovia Corporation Common Stock Fund and the Wachovia Stock Non-ESOP Fund are also managed by Wachovia Bank, National Association, and are principally comprised of shares of Wachovia Corporation common stock.

     Wachovia Bank, National Association, a party-in-interest, serves as the trustee for the Plan. In 2004, the Companies paid administrative expenses on behalf of the Plan of $2,784,367.

(Continued)

 

 

  8

     
WACHOVIA SAVINGS PLAN
 
NOTES TO FINANCIAL STATEMENTS

NOTE 6: LOANS PAYABLE

     Upon the merger of the CoreStates Employee Stock Ownership and Savings Plan into the Plan in 1999, Wachovia Bank, National Association, assumed all obligations of CoreStates Financial Corp under the loan agreement dated October 27, 1994, pursuant to which Meridian Trust Company issued to Meridian Bancorp, Inc. its promissory note dated October 27, 1994, in the amount of $60,000,000, with a maturity date of October 1, 2014, and bearing an interest rate of 8.85 percent. The Companies are obligated to make contributions to maintain debt service.

     The loan was originally collateralized by 3,274,816 shares of Wachovia Corporation common stock. The loan repayment schedule is presented below:
         
2005
   $ 2,764,211  
2006
     3,017,082  
2007
     3,293,087  
2008
     3,594,342  
2009
     3,923,153  
Thereafter
   $ 25,702,518  

     As the Plan makes each payment of principal and interest, an appropriate percentage of common stock will be available to fund the Companies’ one percent match in accordance with the provisions of the Plan document. If shares made available after payment of principal are in excess of those amounts required to fund the Companies’ one percent matching contribution, those shares may be utilized to fund the Companies’ matching contribution where participants have elected to invest in the Wachovia Corporation Common Stock Fund or in participant contributions where participants have elected to invest in Wachovia Corporation common stock. Shares vest fully upon allocation. Dividends allocated to each participant’s account are reinvested in additional units of Wachovia Corporation common stock or paid out in cash at each participant’s election. Dividends on unallocated shares not distributed currently to participants may be either distributed or reinvested in Wachovia Corporation common stock at the discretion of the Companies. The Companies have elected to reinvest the dividends.

     The borrowing is collateralized by 2,046,765 unallocated shares of Wachovia Corporation common stock at December 31, 2004, and is guaranteed by the Companies. In 2004, 204,677 shares were released based on principal and interest paydowns on the loan. The lender has no rights against shares once they are allocated under the Plan. Accordingly, the financial statements of the Plan present separately the assets and liabilities and changes therein pertaining to: (a) the accounts of employees with vested rights in allocated stock (Allocated), and (b) stock not yet allocated to employees (Unallocated).
     Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Trustee prior to the time that such rights are to be exercised. The Trustee is required to vote all shares in the Plan, including unallocated shares, in proportion to the response received for participants and beneficiaries with respect to stock allocated to participant accounts.
     The fair value of the loan payable is based on the current rates available to the Plan for debt with the same or similar maturities and terms. At December 31, 2004 and 2003, the loan payable was recorded at $42,294,393 and $44,826,926, respectively, and had an estimated fair value of $52,152,227 and $56,718,209, respectively.

 

 

SCHEDULE 1
Page 1

     
WACHOVIA SAVINGS PLAN
 
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year
                 
    December 31, 2004  
             
    Par Value        
    or Number     Fair  
Identity of Issue   of Units     Value  
 
MUTUAL FUNDS
                
Evergreen U.S. Government Fund *
     14,462,520     $ 185,820,237  
Evergreen Growth Fund *
     10,261,476       187,169,324  
Evergreen Core Bond Fund *
     2,430,377       33,061,635  
Evergreen Special Value Fund *
     8,818,983       243,227,554  
American Europacific Growth Fund
     8,281,908       295,001,565  
Dodge and Cox Balanced Fund
     7,088,255       562,453,000  
Dodge and Cox Stock Fund
     4,727,937       615,671,933  
Montag and Caldwell Growth Fund
     5,743,194       130,485,368  
Hartford Midcap Fund
     10,637,224       304,330,984  
SouthTrust U.S. Treasury Money Market*
     87,317,744       87,317,744  
Federated U.S. Government Bond Fund
     562,991       6,541,956  
SouthTrust Bond Fund*
     1,776,042       18,062,349  
SouthTrust Income Fund*
     552,249       5,229,800  
Dreyfus Emerging Leaders Fund
     290,876       12,865,436  
Federated Kaufmann Fund
     2,135,056       11,443,902  
SouthTrust Value Fund*
     9,926,081       171,522,674  
SouthTrust Growth Fund*
     1,251,167       9,496,356  
Templeton Growth Fund
     688,078       15,750,105  
 
Total mutual funds
             2,895,451,922  
 
Wachovia Stock Non-ESOP *
     3,395,985       70,354,624  
 
COLLECTIVE INVESTMENT FUNDS
                
Enhanced Stock Market Fund *
     10,934,514       869,394,476  
 
STABLE FUND *
                
CASH MANAGEMENT ACCOUNTS
                
Valiant General Fund
     34,898,459       34,898,459  
 
MUTUAL FUNDS
                
SEI Stable Asset Fund
     92,977,629       92,977,629  
 
COMMERCIAL PAPER
                
Thornburg Mtg Capital DCP, 2.40%, due 1/07/05
     8,000,000       7,984,856  
 
CORPORATE BONDS
                
NPF XII Incorporated, 9.33%, due 6/1/04
     10,000,000       1,669,390  
 
INVESTMENT CONTRACTS
                
Allstate Life Insurance Company, Contract #GA6298, 7.37%, due 9/1/05
     10,000,000       10,240,532  
John Hancock Mutual Life Insurance Company, Contract #15079GAC, 7.25%, due 11/10/05
     5,000,000       5,050,107  
John Hancock Mutual Life Insurance Company, Contract #15026GAC, 7.3%, due 9/1/05
     10,000,000       10,238,300  
Metropolitan Life Insurance Company, Contract #0025204, 7.34%, due 1/1/2099
     26,993,954       26,993,954  
Metropolitan Life Insurance Company, Contract #GAC28563, 6.02%, due 3/16/07
     5,000,000       5,876,945  
Monumental Life Insurance Company, Contract #SV04249Q, 5.59%, due 5/15/07
     10,000,000       11,531,141  
Pacific Life Insurance Company, Contract #G2618802, 6.27%, due 6/30/06
     10,000,000       12,363,859  
Principal Life Insurance Company, Contract #4-40344-3, 7.25%, due 11/10/05
     5,000,000       5,050,096  
Principal Life Insurance Company, Contract #4-40344-4, 6%, due 3/16/07
     5,000,000       5,873,881  
Principal Life Insurance Company, Contract #4-40344-2, 7.91%, due 2/10/05
     10,000,000       10,701,628  
Travelers Insurance Company, Contract #GR17617, 8.00%, due 8/25/05
     10,000,000       10,275,732  
Travelers Insurance Company, Contract #GR18225, 5.75%, due 9/15/06
     10,000,000       11,685,639  
Travelers Insurance Company, Contract #GR17599, 7.84%, due 5/5/05
     10,000,000       10,510,992  
 
Total investment contracts
             136,392,806  
 

 

 

SCHEDULE 1
Page 2

     
WACHOVIA SAVINGS PLAN
 
Schedule H, Line 4i — Schedule of Assets Held for Investment Purposes at End of Year
                 
            December 31, 2004  
             
    Par Value        
    or Number     Fair  
Identity of Issue   of Units     Value  
 
SYNTHETIC GUARANTEED INVESTMENT CONTRACTS
                
CDC-Ixis, Contract #1843-01, 4.12%, open-ended maturity
     98,894,340          
Collective investment fund
                
Dwight Core Intermediate Fund
     101,456,902       101,456,902  
 
Total Collective Investment fund
     101,456,902       101,456,902  
Wrap Agreement
             (2,562,562 )
 
Total CDC contract
             98,894,340  
 
AIG Financial Products, Contract #443423, 3.60%, open-ended maturity
     107,148,864          
Bank of America, Contract #02-135, 3.60%, open-ended maturity
     107,123,717          
State Street Bank & Trust Company, Contract #102-078, 3.60%, open-ended maturity
     107,143,894          
UBS Warburg, Contract #3103, 3.60%, open-ended maturity
     107,134,743          
Rabobank, Contract WAC010401, 3.41%, open-ended maturity
     107,156,042          
Collective investment funds
                
Dwight Core Target 2 Fund and Dwight Target 5 Fund
     534,780,455       534,780,455  
 
Total Collective Investment funds
     534,780,455       534,780,455  
Global Wrap Agreement
             926,805  
 
Total AIG, Bank of America, State Street, UBS Warburg and Rabobank contracts
             535,707,260  
 
Royal Bank of Canada #NYDWI10WACH0104, 3.32%, open-ended maturity
     51,519,958          
Collective investment fund
                
Evergreen Ultra Short Bond Fund
     50,970,035       50,970,035  
 
Total Collective Investment fund
     50,970,035       50,970,035  
Wrap Agreement
             549,923  
 
Total Royal Bank of Canada contract
             51,519,958  
 
Total synthetic guaranteed investment contracts
             686,121,558  
 
Accrued receivable on assets of the stable fund
             2,592,984  
 
Total stable fund
             962,637,682  
 
EMPLOYEE STOCK OWNERSHIP PLAN
                
Wachovia Corporation common stock *
                
Allocated
     31,621,027       1,663,266,012  
Unallocated (a)
     2,046,765       107,659,839  
Valiant General Fund - Cash Management Account
                
Allocated
     75,402,623       75,402,623  
Unallocated (b)
     950,060       950,060  
 
Total Employee Stock Ownership Plan
             1,847,278,534  
 
Participants’ loans receivable, various maturities, rates from 4.00% to 11.50% *
             209,715,758  
 
Total investments
           $ 6,854,832,996  
 

* Party-in-Interest.

(a) Cost of plan assets for this nonparticipant-directed investment is $30,193,396.
(b) Cost of plan assets for this nonparticipant-directed investment is $950,060.

See accompanying Report of Independent Registered Public Accounting Firm

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 

     
WACHOVIA SAVINGS PLAN
   
 
    
 
    
/s/ BENJAMIN J. JOLLEY
Benjamin J. Jolley
Senior Vice President
Wachovia Benefits Committee, Plan Administrator
    
 
    
June 9, 2005
    

 

 

EXHIBIT INDEX

         
Exhibit No.
  Description   Location
 
        
(23)
  Consent of Independent Registered   Filed herewith
  Public Accounting Firm